RWBY is property of Roosterteeth! I only own my characters.

CHAPTER 25


Cherri frantically worked on swapping out the Dust in the Bullhead's engine, flinching at the steady screech of metal against metal. Ryan was outside, fighting... whatever that thing was... The Maiden poked her head around the side of the Bullhead, throwing a worried gaze towards the Bloodline. She felt so helpless. Part of the reason Ozpin had hidden her away was because her powers weren't too capable in a combat situation. She didn't want to think of what might have happened if Ryan hadn't been here or if that hulking monstrosity hadn't come alone.

Ignis ducked under a wide swing from Carnage and flicked his wrist towards his opponent. His blade struck forth like a snake, coiling around the Lord's arm. Ignis then pulled his arm back with as much force as he could muster, digging the sharpened burning segments into Carnage's armor. The whip-like blade left jagged lacerations in the Lord's blackened plating, accompanied by a shrill shriek of tearing metal.

"This is a bit more like it," Carnage's skeletal visage smiled. "A real challenge worth my time, instead of dealing with weaklings." The Lord grabbed Ignis' blade as it flew forward to wrap around his arm again. With a smirk, Carnage pulled his opponent forward with one hand and raised his other fist. The massive gauntlet smashed into the stumbling Ignis' chest, knocking him to the ground with a sickening crack.

"When are you going to use your Bloodline?" Carnage asked, placing his foot in the center of Ignis' chest. Several of the ex-Lord's ribs let out loud snaps as his enemy's weight rested on him. Despite the excruciating pain, Ignis simply let out a growl and glared at Carnage. The giant's eyes drifted to where Cherri was still working on the Bullhead. "Ah, I see... Are you afraid of frightening your new friend? Scared of letting her see what you really are? That you're one of us?" Carnage laughed as Ignis grit his teeth.

"Cherri!" Ryan yelled, "Get behind something and duck!" The Maiden wasn't going to argue in this situation, and hurriedly dove behind the Bullhead. Carnage's head whipped back to Ignis in time for his vision to flood with orange flames. Cherri let out a shriek of fear as a literal wave of fire licked around the edge of her cover. She quickly patted out a patch on her clothes that had begun to smolder. She poked her head around the aircraft, finding Carnage picking himself up off the ground some twenty meters away from where he had been. Ryan stood from the spot he had been laying. Bright orange flames spurted from the cracks in the ex-Lord's armor, accompanied by a glow of the same color. Ashes of Cherri's beloved plants that had been caught in the blast drifted to the ground.

"Careful what you wish for, Carnage," Ryan narrowed his eyes at the Lord. Cherri suddenly noticed what looked like molten metal crawling up Ryan's neck, slowly encompassing his head in a blackened helmet. Twin eye holes flashed to life and poured fire out of the corners. Ignis spoke in a voice that sounded like several people speaking in perfect unison. "You just might get what you asked for."

"Now, that's more like it!" Carnage grinned eagerly. Ignis seemed to no longer notice his injures and charged his opponent. The smaller Bloodline leaned under a horizontal swipe of the Lord's arm. With a flick of his wrist, Ignis returned his weapon to its blade form and dug the weapon deep into Carnage's right flank before ripping the sword viciously from his opponent's body. Metal and electrical parts flew from the strike, a melted path tracing the blade's path. Carnage smashed his fists down on his opponent, causing Ignis' left knee to emit a loud pop and twist as he blocked the attack. Ignis held his palm out toward the Lord, unleashing a roaring torrent of fire, completely encompassing the metal giant. Carnage's fist came flying through the flames, swinging into Ignis' side, sending fragments of the burning Bloodline's armor sailing away.

Carnage suddenly fell forward as a thick tree root sprouted into existence and wrapped itself around his legs. Ignis' head whipped back towards the Bullhead. Cherri stood with her hand held out towards the constricted Lord, a look of strained concentration on her face. More large roots ripped up from underneath the pavement and tied Carnage down. The Lord simply grinned and proceeded to rip his way out of the wooden binds.

"Did you really think that plants would stop me?" He laughed and swatted away another strike from Ignis. "You-" The Lord suddenly stopped and listened to a radio transmission that only he could hear. "Unfortunate. It seems the people in the city are giving my troops more trouble than I thought they would. We'll have to cut our fight short, Ignis." Ryan became acutely aware of a rapidly approaching Order dropship. The aircraft's nose-mounted rotary gun spun menacingly. "Aim for the girl," Carnage commanded calmly.

Ignis sprinted to tackle Cherri behind the Bullhead as a downpour of bullets rained in around them. The Maiden yelped in pain. They saw the dropship lower itself to allow the giant Lord to embark while continuing to keep them pinned with its gun. The aircraft's engines whined as the transport increased its altitude and sped away towards the besieged Vacuo.

Ryan suddenly realized he had grabbed Cherri with his ability still active and promptly switched it off, causing his helmet to vanish in a puff of ash. "Cherri, are you alright?!" It took her a few moments to respond with a nod as she breathed heavily. The cloth on her right shoulder was scorched from where Ignis' hand had touched her, and the skin underneath was covered in a first-degree burn, which thankfully was quickly healing. "Damn it, I'm sorry. I wasn't thinking when-" She rose her hand to stop him.

"I think..." she panted, "that getting a slight burn from you is preferable to being torn apart by a machine gun..." She looked at her exposed shoulder as the red splotches vanished. "I think we should probably go... before that... thing... decides to come back."

"Agreed-" Ryan attempted to stand, but instead fell down onto his side, fading into unconsciousness in a split second. Thick red liquid began to leak through seams in his chestplate and puddle beneath him. Cherri rushed to his side, hurriedly removing the Bloodline's armor. She let out a small gasp of horror. She could count the number of unbroken ribs the Lord had on one hand. With a heave, she dragged the injured man onto the Bullhead. She sighed in relief when the transport started up and the autopilot program Ozpin had installed kicked in. As the transport soared into the sky, Cherri rushed back to check on Ryan's injuries. She gently brushed the man's his hair out of his face as she knelt over him.

"Damn it," she said softly, concentrating her power, "I just fixed you up." Cherri smiled kindly. "Thank you, Ryan."


A Fenrir's exploded into flames as Cinder snapped her fingers. The creature flailed around for a few moments before bursting into black mist. Cinder summoned a single sword made of obsidian, and separated a Banshee's head from its body. A trio of bullets ripped into another Shade that had escaped her attention.

"Thanks, General," Cinder gave Barnes a respectful nod.

"You're quite welcome," he replied. "Watch it, looks like another wave." Sure enough, another horde of assorted Shades tore down Beacon's main hall. The staff had regrouped to hold the main doorway into the academy, protecting the few students that had stayed on campus for their break. Despite Ozpin's protests, however, quite a few of the kids had picked up their weapons and were lending a hand while the headmaster attempted to hide them all in a bunker. Losses had been heavy. More than fifty teachers, students, and others had fallen to the seemingly endless swarm of Shades.

"Professor! Miss Fall! Get clear!" A blond male student yelled from the top of a landing on the second floor, a grenade launcher braced against his shoulder. The pair quickly darted out of the way as the student rained exploding death down on the Shades. The three other members of the young man's team joined him with their respective weapons. A marksman's rifle steadily cracked at single targets while the other two team mates watched their friends' backs. Cinder waved her hand to incinerate a trio of Shades that had grown too close. A jet of fire streamed by her side into the oncoming enemies.

"How's it coming, Bartholomew?" Barnes asked.

"Not fast enough, I'm afraid, Avery," Oobleck replied through gritted teeth. "We've managed to guide many of the students into the secure emergency bunker beneath the school, but that blasted elevator is the only way in, and it only fits about ten people at once. Peter and Glynda are doing their best to keep Shades that slip in from other parts of the school away from the students."

"I see," Barnes nodded, "Then we-" The General's statement was cut off as the four students on the balcony shrieked in fear. A trio of Order troops, led by a Knight, had come down the hallway on the second floor. The boy with the grenade launcher's head snapped back as one of the soldiers shot him remorselessly. One of the girls on his team cried his name. "Rillo". Short for Amarillo, Barnes recalled. He was a good kid. Bright spirited. Tried his best. And now his body lay in a crumpled heap on the floor, his last moment of shock and pain still on his face.

Cinder and Oobleck flinched in shock as Barnes' handgun discharged rapidly, precisely leaving tight groupings of holes in the Order troops' visors. The bodies fell to the ground with heavy thumps. For a moment, Cinder didn't see the old General anymore, but a younger, more lethal Barnes.

"All of you," Barnes addressed the students. "Get to the bunker. And... take Rillo with you."

"Professor, we-" the girl that had cried the boy's name had fire in her eyes. A burning hatred for the people that had killed her friend. "We can still fight!"

"No, you're done. Get to safety. Live," Barnes commanded firmly, using a voice Cinder had never heard him use before. "This is getting too dangerous. I can't let anymore of you die." He paused several moments. "Cinder. Bartholomew. We can't hold this position any longer." They quickly nodded and followed him up the stairs, the trio of students trailing behind them with Rillo's body on their backs.

In a few short minutes, they had reached their goal. Cinder followed Barnes as they stepped into a cramped office filled with frightened students and shaken staff members. Even the unflappable Glynda looked tired and disheveled, strands of hair loosely hanging from their normal tied positions. Port leaned against a wall and panted with his weapon held in his hands, keeping a watchful eye on the door. Ozpin attempted to keep order as he filed group after group of students into the elevator at the back of the room.

"Mr. Barnes," the headmaster breathed, "has the entrance fallen?"

"We had to abandon it, we were suffering too many casualties," the General looked like he wanted to punch himself for using the word "casualties". They were just kids, damn it.

"I understand," Ozpin bowed his head. "We only have a handful of students who need to be sent down into the bunker... after that, the staff can follow."

"But there's nothing guaranteeing that the Order won't be able to simply follow us into the bunker?" Cinder asked.

"There is... a locking mechanism," Ozpin answered, "But there is a possibility that the Order could still gain access to the bunker via the terminal in my office."

"In that case," Barnes said, "you all head down into the bunker while I trash Ozpin's computer. Textbook asset denial."

"On your own?" Glynda spoke up. Barnes had been unaware she had been listening in.

"Indeed, it sounds rather foolish," Port panted from his position against the wall. "Why not allow at least one of us to accompany you?"

"Avery," Oobleck added, "you are as much a part of this academy now as any of us. It would be inappropriate of us to ask you to undergo a dangerous mission alone."

"Seems Huntsman and the EDC have something in common," Cinder smirked, "sticking together."

"I appreciate the offers," Barnes sighed, "but I have an idea. Don't worry."

"This plan had better involve you coming back," Cinder narrowed her eyes.

"Just get down into the Bunker where you'll all be safe. I'll get there, I promise." With that, Barnes turned and strode out of the room.

Barnes' first stop was the room responsible for storing the EDC's equipment. He dusted off box after box of varying objects, stopping when he located a suitcase-like container marked as "Silencers – Class 3" He quickly opened the container and affixed the attachment to his weapon, grabbing a handful of grenades and a sub-machine gun on his way out.

Barnes quickly poked his head out of the storage room door, checking for any Order troops. A majority of their forces seemed to be tied up in Vale fighting the local Huntsmen and the police. This left Beacon to deal with the stragglers that wandered their way. The General proceeded up a staircase, climbing his way to Ozpin's office, his pistol ready in his hand.

Footsteps alerted Barnes to the presence of enemies, causing the General to tuck himself behind a pillar to hide. A large group of Order troops passed him. Several Knights and Acolytes, and more than a handful of Shades.

"Where the hell did they all go? This place is quieter than a ghost town," one of the Knights said loudly.

"We'll just keep searching every room," another replied.

"Comms just said that Lord Europa had to be exfiltrated. And there's reports of another Bloodline down in the city," an Acolyte spoke up.

"Damn, we'd better mop up quick if someone took down Lord Europa. Spread out, keep looking."

Barnes remained silent until the Order troops passed out of sight and hearing completely. With a relieved sigh, he hurried up to his destination. The attack had occurred so quickly, Ozpin hadn't even had time to lock the door. Barnes made sure no one was around, then proceeded to pump two full magazines of ammunition into the headmaster's terminal. Barnes began to make his way towards the elevator at the back of Ozpin's office, when the sound of a rifle safety clicking off caused him to freeze.

"Well, well," one of the Order Knights from before said. "What've we got here? An old man trying to keep us from something?" The Knight motioned with his hand, sending four Acolytes and a handful of Shades to surround Barnes. "Bag him, he might be able to tell us where the other survivors are."

In one fluid motion, Barnes brought the SMG from his hip to his shoulder. The Knight had no time to react as the bullets tore into him at point-blank range. Barnes ducked behind Ozpin's desk, tossing the grenade he had grabbed behind him. A blast of thunder ripped the Shades and a pair of Acolytes to shreds. The remaining Order troops opened fire on the desk, bullets ricocheting and tearing through the metal. Barnes steeled himself and rolled out of cover, leveling his weapon at the two Acolytes. He narrowed his eyes and pulled the trigger.

Cinder rushed to the bunker door as a series of knocks tapped against its metal. The staff hurriedly tapped in a code to unlock the door as the external camera saw the top of Barnes' gray-haired head. Cinder was the first one at the entrance as it rolled open. Her eyes widened in shock as she had to catch the General as he fell towards her. Bullet holes covered his body. Without a doubt, almost every organ in his body had taken a hit. Despite that, he had somehow managed to force himself to make it to the bunker.

"Cinder..." Barnes said weakly, "I told you... I'd make it... back..." Cinder couldn't respond. None of them could. "What's... with all... the glum looks...?" the General coughed. "I knew... this day... was coming... eventually... At least... I got... to go out... the way I wanted..."

"You shouldn't be 'going out' at all." Cinder managed to say weakly. "I mean, what about all the stuff I still have to learn from you?"

"Cinder... you'll do... great..." Barnes smiled and placed a hand on her shoulder. "I have... faith... in you... It was... an honor... being able... to meet you... to meet everyone... You all... gave this old man... purpose beyond war..." For the first time, Cinder saw a tear roll down the old General's face. "Thank... you..." And in that instant, Avery Barnes closed his eyes for the last time.


A/N: Well, this is going to be a theme for a few chapters it seems. Pacing and tone might be a tad off.

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REVIEW REPLIES

Xenolis: Just gonna say, Shiro isn't from Earth.

Stevealio163: I think the chest wound is a slightly more pressing matter...